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Form 8.3 - Takeaway.com N.V.

12 Nov 2019 15:00

RNS Number : 1353T

Citadel Group

12 November 2019

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%

OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Full name of discloser:	Citadel Group
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	TAKEAWAY.COM NV
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	11 November, 2019
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A"	JUST EAT PLC

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	Common Stock ISIN NL0012015705
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	194,833	0.32	266,104	0.43
(2) Cash-settled derivatives:	21,679	0.04	56,825	0.09
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	100,800	0.16	115,000	0.19
TOTAL:	317,312	0.52	437,929	0.72

Class of relevant security:	Convertible Bond ISIN XS1940192039
	Interests		Short Positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	53,100,000	21.24	0	0.00
(2) Cash-settled derivatives:	0	0.00	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0.00	0	0.00
TOTAL:	53,100,000	21.24	0	0.00

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security ISIN NL0012015705	Purchase/sale	Number of securities	Price per unit
Common Stock	Purchase	304	73.15 EUR
Common Stock	Purchase	529	73.25 EUR
Common Stock	Purchase	8	73.35 EUR
Common Stock	Purchase	24	73.35 EUR
Common Stock	Purchase	8	73.4 EUR
Common Stock	Purchase	1	73.45 EUR
Common Stock	Purchase	173	73.45 EUR
Common Stock	Purchase	62	73.5 EUR
Common Stock	Purchase	171	73.5 EUR
Common Stock	Purchase	107	73.65 EUR
Common Stock	Purchase	32	73.75 EUR
Common Stock	Purchase	13	73.8 EUR
Common Stock	Purchase	432	73.85 EUR
Common Stock	Purchase	513	73.9 EUR
Common Stock	Purchase	662	73.95 EUR
Common Stock	Purchase	241	74 EUR
Common Stock	Purchase	71	74.05 EUR
Common Stock	Purchase	100	74.05 EUR
Common Stock	Purchase	173	74.1 EUR
Common Stock	Purchase	168	74.15 EUR
Common Stock	Purchase	632	74.2 EUR
Common Stock	Purchase	12	74.25 EUR
Common Stock	Purchase	2,258	74.25 EUR
Common Stock	Purchase	226	74.3 EUR
Common Stock	Purchase	2,826	74.3 EUR
Common Stock	Purchase	488	74.35 EUR
Common Stock	Purchase	1,473	74.35 EUR
Common Stock	Purchase	413	74.4 EUR
Common Stock	Purchase	1,973	74.4 EUR
Common Stock	Purchase	477	74.45 EUR
Common Stock	Purchase	1,932	74.45 EUR
Common Stock	Purchase	350	74.4625 EUR
Common Stock	Purchase	1,383	74.5 EUR
Common Stock	Purchase	187	74.55 EUR
Common Stock	Purchase	375	74.55 EUR
Common Stock	Purchase	52	74.6 EUR
Common Stock	Purchase	1,293	74.6 EUR
Common Stock	Purchase	540	74.65 EUR
Common Stock	Purchase	487	74.7 EUR
Common Stock	Purchase	3,023	74.7 EUR
Common Stock	Purchase	300	74.75 EUR
Common Stock	Purchase	3,909	74.75 EUR
Common Stock	Purchase	2,969	74.8 EUR
Common Stock	Purchase	2,109	74.85 EUR
Common Stock	Purchase	246	74.8625 EUR
Common Stock	Purchase	802	74.9 EUR
Common Stock	Purchase	1,721	74.9 EUR
Common Stock	Purchase	2,699	74.95 EUR
Common Stock	Purchase	192	75 EUR
Common Stock	Purchase	6,840	75 EUR
Common Stock	Purchase	159	75.05 EUR
Common Stock	Purchase	313	75.05 EUR
Common Stock	Purchase	1,147	75.1 EUR
Common Stock	Purchase	34	75.15 EUR
Common Stock	Purchase	189	75.2 EUR
Common Stock	Purchase	540	75.25 EUR
Common Stock	Purchase	122	75.3 EUR
Common Stock	Purchase	168	75.35 EUR
Common Stock	Purchase	5,032	75.4 EUR
Common Stock	Purchase	10	75.45 EUR
Common Stock	Purchase	255	75.5 EUR
Common Stock	Purchase	613	75.55 EUR
Common Stock	Purchase	706	75.55 EUR
Common Stock	Purchase	12	75.6 EUR
Common Stock	Purchase	185	75.6 EUR
Common Stock	Purchase	198	75.65 EUR
Common Stock	Purchase	183	75.7 EUR
Common Stock	Sale	-46	72.95 EUR
Common Stock	Sale	-284	73 EUR
Common Stock	Sale	-66	73 EUR
Common Stock	Sale	-9,988	73.2 EUR
Common Stock	Sale	-2,602	73.2 EUR
Common Stock	Sale	-1,050	73.2 EUR
Common Stock	Sale	-183	73.4 EUR
Common Stock	Sale	-216	73.5 EUR
Common Stock	Sale	-123	73.55 EUR
Common Stock	Sale	-152	73.6 EUR
Common Stock	Sale	-39	73.65 EUR
Common Stock	Sale	-169	73.75 EUR
Common Stock	Sale	-185	73.8 EUR
Common Stock	Sale	-129	73.85 EUR
Common Stock	Sale	-177	73.95 EUR
Common Stock	Sale	-232	74 EUR
Common Stock	Sale	-2,997	74.1 EUR
Common Stock	Sale	-5,741	74.115855 EUR
Common Stock	Sale	-2,241	74.15 EUR
Common Stock	Sale	-130	74.175 EUR
Common Stock	Sale	-828	74.2 EUR
Common Stock	Sale	-1,975	74.225 EUR
Common Stock	Sale	-813	74.25 EUR
Common Stock	Sale	-59	74.25 EUR
Common Stock	Sale	-1,035	74.3 EUR
Common Stock	Sale	-239	74.325 EUR
Common Stock	Sale	-2,267	74.35 EUR
Common Stock	Sale	-243	74.35 EUR
Common Stock	Sale	-2,695	74.4 EUR
Common Stock	Sale	-877	74.45 EUR
Common Stock	Sale	-581	74.5 EUR
Common Stock	Sale	-577	74.525 EUR
Common Stock	Sale	-224	74.55 EUR
Common Stock	Sale	-205	74.6 EUR
Common Stock	Sale	-100	74.6 EUR
Common Stock	Sale	-944	74.65 EUR
Common Stock	Sale	-1,170	74.7 EUR
Common Stock	Sale	-72	74.725 EUR
Common Stock	Sale	-1,736	74.75 EUR
Common Stock	Sale	-53	74.75 EUR
Common Stock	Sale	-331	74.775 EUR
Common Stock	Sale	-981	74.8 EUR
Common Stock	Sale	-14	74.8 EUR
Common Stock	Sale	-3,081	74.85 EUR
Common Stock	Sale	-363	74.875 EUR
Common Stock	Sale	-1,585	74.9 EUR
Common Stock	Sale	-3,459	74.95 EUR
Common Stock	Sale	-6,615	75 EUR
Common Stock	Sale	-2,428	75.05 EUR
Common Stock	Sale	-71	75.05 EUR
Common Stock	Sale	-1,186	75.1 EUR
Common Stock	Sale	-1,037	75.15 EUR
Common Stock	Sale	-119	75.2 EUR
Common Stock	Sale	-88	75.25 EUR
Common Stock	Sale	-186	75.3 EUR
Common Stock	Sale	-553	75.35 EUR
Common Stock	Sale	-484	75.35 EUR
Common Stock	Sale	-186	75.3625 EUR
Common Stock	Sale	-262	75.4 EUR
Common Stock	Sale	-188	75.45 EUR
Common Stock	Sale	-4,240	75.5 EUR
Common Stock	Sale	-246	75.5375 EUR
Common Stock	Sale	-2,021	75.55 EUR
Common Stock	Sale	-13	75.55 EUR
Common Stock	Sale	-1,052	75.6 EUR
Common Stock	Sale	-90	75.6 EUR
Common Stock	Sale	-60	75.65 EUR

(b) Cash-settled derivative transactions

Class of relevant security ISIN NL0012015705	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
Common Stock	CFD	Closing short position	13,126	73.2 EUR
Common Stock	CFD	Increasing long position	2,602	73.2 EUR
Common Stock	CFD	Increasing long position	9,988	73.2 EUR
Common Stock	CFD	Increasing short position	-13,126	73.2 EUR
Common Stock	CFD	Opening/Closing a position	-2,851	74.41494 EUR
Common Stock	CFD	Opening/Closing a position	238	74.743991 EUR
Common Stock	CFD	Opening/Closing a position	2,613	75.0285 EUR
Common Stock	CFD	Reducing short position	461	74.743991 EUR

(i) Writing, selling, purchasing or varying

Class of relevant security ISIN NL0012015705	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
Common	Put Option	Purchasing	-600	64 EUR	American	20/12/2019	0.24 EUR
Common	Put Option	Purchasing	-2,000	64 EUR	American	17/01/2020	0.76 EUR
Common	Call Option	Purchasing	100	74 EUR	American	15/11/2019	0.85 EUR
Common	Call Option	Purchasing	100	74 EUR	American	15/11/2019	1.15 EUR
Common	Put Option	Purchasing	-300	70 EUR	American	20/12/2019	1.15 EUR
Common	Put Option	Purchasing	-200	70 EUR	American	20/12/2019	1.2 EUR
Common	Put Option	Purchasing	-200	72 EUR	American	17/01/2020	2.2 EUR
Common	Put Option	Purchasing	-100	84 EUR	American	17/01/2020	9.95 EUR
Common	Call Option	Purchasing	2,000	64 EUR	American	15/11/2019	10.2 EUR
Common	Put Option	Writing	500	72 EUR	American	15/11/2019	0.2 EUR
Common	Put Option	Writing	500	72 EUR	American	15/11/2019	0.25 EUR
Common	Put Option	Writing	500	72 EUR	American	15/11/2019	0.28 EUR
Common	Call Option	Writing	-600	84 EUR	American	20/12/2019	0.36 EUR
Common	Call Option	Writing	-600	84 EUR	American	20/12/2019	0.37 EUR
Common	Call Option	Writing	-100	88 EUR	American	17/01/2020	0.51 EUR
Common	Put Option	Writing	100	74 EUR	American	15/11/2019	0.61 EUR
Common	Call Option	Writing	-100	80 EUR	American	20/12/2019	0.85 EUR
Common	Call Option	Writing	-100	84 EUR	American	17/01/2020	0.86 EUR
Common	Call Option	Writing	-2,000	80 EUR	American	20/12/2019	0.9 EUR
Common	Call Option	Writing	-100	78 EUR	American	20/12/2019	1.45 EUR
Common	Call Option	Writing	-500	74 EUR	American	15/11/2019	1.57 EUR
Common	Call Option	Writing	-200	78 EUR	American	17/01/2020	2.05 EUR
Common	Call Option	Writing	-100	76 EUR	American	20/12/2019	2.44 EUR
Common	Call Option	Writing	-100	76 EUR	American	20/12/2019	2.55 EUR
Common	Call Option	Writing	-200	76 EUR	American	17/01/2020	3 EUR
Common	Call Option	Writing	-500	74 EUR	American	17/01/2020	3.85 EUR
Common	Put Option	Writing	100	80 EUR	American	17/01/2020	7.4 EUR

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:	12 November, 2019
Contact name:	Katie Bonds
Telephone number*:	020 7645 9700

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1. KEY INFORMATION

Full name of person making disclosure:	Citadel Group
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	TAKEAWAY.COM NV

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security ISINNL0012015705	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
Common	Call Option	Purchased	200	78 EUR	American	20/12/2019
Common	Call Option	Written	-300	78 EUR	American	17/01/2020
Common	Call Option	Written	-100	88 EUR	American	17/01/2020
Common	Call Option	Purchased	100	68 EUR	American	17/01/2020
Common	Put Option	Written	400	74 EUR	American	20/12/2019
Common	Call Option	Written	-400	74 EUR	American	20/12/2019
Common	Put Option	Purchased	-13300	68 EUR	American	20/12/2019
Common	Call Option	Written	-900	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-1000	60 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	72 EUR	American	20/12/2019
Common	Call Option	Written	-100	84 EUR	American	17/01/2020
Common	Call Option	Written	-4900	80 EUR	American	17/01/2020
Common	Put Option	Purchased	-700	70 EUR	American	20/12/2019
Common	Put Option	Purchased	-100	74 EUR	American	17/01/2020
Common	Put Option	Purchased	-200	84 EUR	American	17/01/2020
Common	Put Option	Purchased	-19800	64 EUR	American	20/12/2019
Common	Put Option	Purchased	-5900	64 EUR	American	17/01/2020
Common	Call Option	Written	-1200	84 EUR	American	20/12/2019
Common	Put Option	Purchased	-3500	68 EUR	American	17/01/2020
Common	Call Option	Written	-500	76 EUR	American	20/12/2019
Common	Put Option	Purchased	-1500	72 EUR	American	17/01/2020
Common	Call Option	Purchased	100	72 EUR	American	17/01/2020
Common	Put Option	Purchased	-400	70 EUR	American	17/01/2020
Common	Call Option	Written	-2300	80 EUR	American	20/12/2019
Common	Call Option	Written	-600	76 EUR	American	17/01/2020
Common	Call Option	Purchased	800	70 EUR	American	15/11/2019
Common	Put Option	Purchased	-6300	70 EUR	American	15/11/2019
Common	Call Option	Purchased	600	60 EUR	American	15/11/2019
Common	Call Option	Purchased	72100	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-8300	74 EUR	American	15/11/2019
Common	Put Option	Purchased	-1600	78 EUR	American	15/11/2019
Common	Call Option	Purchased	5000	64 EUR	American	15/11/2019
Common	Put Option	Purchased	-3000	64 EUR	American	15/11/2019
Common	Call Option	Written	-6000	78 EUR	American	15/11/2019
Common	Call Option	Written	-400	90 EUR	American	15/11/2019
Common	Call Option	Written	-400	86 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	86 EUR	American	15/11/2019
Common	Call Option	Purchased	8800	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	68 EUR	American	15/11/2019
Common	Put Option	Purchased	-100	88 EUR	American	15/11/2019
Common	Call Option	Purchased	8800	76 EUR	American	15/11/2019
Common	Call Option	Written	-1000	84 EUR	American	15/11/2019
Common	Call Option	Purchased	100	92 EUR	American	15/11/2019
Common	Put Option	Purchased	-2300	84 EUR	American	15/11/2019
Common	Put Option	Purchased	-16700	68 EUR	American	15/11/2019
Common	Call Option	Purchased	2700	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-2000	80 EUR	American	15/11/2019
Common	Put Option	Purchased	-4900	72 EUR	American	15/11/2019
Common	Call Option	Written	-100	88 EUR	American	15/11/2019
Common	Put Option	Purchased	-200	82 EUR	American	15/11/2019
Common	Put Option	Purchased	-3400	76 EUR	American	15/11/2019
Common	Call Option	Purchased	1100	96 EUR	American	15/11/2019

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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